Hospital Bond and Financial Services Market by Jim Bloedau of Information Advantage Group

8/7/2019 Hospital Bond and Financial Services Market by Jim Bloedau of Information Advantage Group

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Hospital Bond and FinancialHospital Bond and FinancialAdvisory Services MarketAdvisory Services Market

Market Segment BriefMarket Segment Brief

Q4, 2008Q4, 2008
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DISCLAIMER

Information Advantage Group (IAG) prepared this report as a general guide and basis for furtherdiscussions and diligence on the select area of healthcareFinancial Advisory and Acquisition Services.

This report includes qualitative and quantitative statements that reflect plans, estimates, data, consensusviews and beliefs of vendors, industry experts and commentaries provided by public sources and IAGanalysts. Best efforts have been made in assessing the reliability of these statements. IAG disclaims allwarranties, express or implied, as to the accuracy, completeness or adequacy of such information andfitness of this research to a particular purpose. IAG shall have no liability for errors, omissions orinadequacies in the information contained herein or for interpretations thereof. IAG advises that anydiscussion or listing of a company or product of any kind in this report should not be deemed to be anendorsement of said company or product. The opinions expressed herein are subject to change withoutnotice.

This report is intended to be one of the many information sources including other published informationand analysis of these sources by the reader. The reader assumes the sole responsibility for the selectionof these materials to achieve its intended results. The reader is urged to exercise the utmost discretionmaking the information enclosed in this report available to others that may need to analyze such material

in the course of their evaluations.

Each resource cited in this report is the property of the originating author or publisher and will not beindividually reproduced or distributed by the reader. VHA may contact organizations directly for copies orreprint authorization.

Copyright 2011 by: IAG LLC, 3757 Webster Street, Ste. 306, San Francisco, CA 94123. All rightsreserved. Duplication or distribution of this document as presented without express written permissionfrom IAG LLC is prohibited.

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2011 IAG LLC Inc. Non-disclosure: IAG LLC retains all rights to the use and distribution of this document. Thisconfidential and proprietary information must be held in strict confidence and not disclosed to any other parties

without the express written permission of IAG LLC, San Francisco, CA 415-346-3860.
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Table of Contents

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EXECUTIVE SUMMARY ............................................................................................................4PROLOGUE ...............................................................................................................................6OVERALL DESCRIPTION .........................................................................................................7Implementation Strategy & Posture .........................................................................................8External Factors - Largely Beyond the Enterprises Control........................................................8Internal Factors - Conditions Effecting the Enterprises Overall Performance............................. 8COSTS .......................................................................................................................................9BUYERS, USERS ......................................................................................................................9BENEFITS RETURNS .............................................................................................................10HEALTHCARE MARKET..........................................................................................................10Market Size and Growth:...........................................................................................................10

Consensus: Its A Complicated Time for Healthcare But It Will Continue To Do OK.................12Hospital Performance Plateaus for the Strong; Declines for the Weak...................................12Hospital Bond Rating Volatility Tracks Financial Performance..................................................13Mergers & Acquisitions .............................................................................................................13General Steep Decline in Activity...........................................................................................14Healthcare Strategic Buyers Market......................................................................................14FUTURE TRENDS ...................................................................................................................15HEALTHCARE .........................................................................................................................15Top Six Healthcare Challenges Will Intensify............................................................................15Recession Will Have A Mild Effect On Healthcare.....................................................................16Healthcare Financial Managers Remain Calm..........................................................................17Hospital Affiliations Up..............................................................................................................17

VENDORS ...............................................................................................................................17OVERSIGHT & INFLUENCE ....................................................................................................19Regulatory ................................................................................................................................19Associations..............................................................................................................................20Appendix A................................................................................................................................21A Primer--Tax-Exempt & Non-Traditional Debt Instruments......................................................21Bibliography..............................................................................................................................23

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EXECUTIVE SUMMARYEXECUTIVE SUMMARY

Historically low interest rates, narrowcredit spreads, and a flat yield curvethat began peaking in 2006 fueled

the hospital bond markets estimated$50 billion performance in 2007.Thus far, in 2008 availableinformation suggests bond marketcontraction with approximately 100overall healthcare provider dealshaving been underwritten, averaging$138 million in size and totaling $14billion. Despite this plunge fromrecord-setting days to the currentfinancial turmoil, healthcare remainsclear-headed and is anticipating its

usual challenges intensifying; theeffects of the recession on it beingmild; low confidence in the bondmarkets persisting; and increasingopportunities for strategicacquisitions by the strong being apopular strategy.

Those holding the financial reins athospitals are dealing with manytrans-departmental issues leavinglittle bandwidth to handle the details of transforming their capital

positions or handling merger and acquisition activitiesenter thefinancial advisory firm. Working with the board and financial leadership,these advisory firms provide the expertise and finesse to evaluate ahospitals dynamics and then plan and execute a strategy that gives thefunding sources, bond rating servicesand underwriters a favorable view ofa hospitals credit worthiness. Forthe median hospital, these firmsproduce a value of $1.6 million foreach 100 basis points in averageborrowing costs avoided.

Three of the top five healthcarefinancial advisory firms are part oflarger national firms with theremaining two being growing stand-alone, privately held firms. Theleading firm claims twice the numberof deals as the next two closestcompetitorsthe fourth and fifth place firms halve this amount again.

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Market Share - Capital Advisory Servi[1985-2007 Total Deals Value (Billions $)]

Shattuck

Morgan

Ponder & Co

48%Killarney

Group

3%

Kaufman Hal

24%PublicFinancial

Mgmt.

0

10

20

30

40

Total Acute Care Bond Up/Down(Fitch 2008 Report)

410423

523 534 48

0

200

400

600

800

Total Healthcare M&A Deals Tre
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These firms account for an estimated 10% of the total bond underwritingfor healthcare provider organizations; tend to be involved in deals thataverage smaller in size ($54 million verses $138 million for all ofhealthcare): and have created a twenty-two year collective average of$5.54 billion/yr.

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PROLOGUEPROLOGUE

Since the early 1990s, a hospitals access to traditional sources of capital--bonds, bank loans,philanthropy and equipment leases--was relatively easy. These debt instruments fueledstrategies for healthcare systems to scale up aggressively by buying physician practices,

increasing corporate girth through merger and acquisition, cutting deals to grow their integrateddelivery networks and investing in the latest revenue producing technology. However,healthcare has been experiencing a tightening on these common funding sources over the lastdecade that has illuminated a widening gap between hospitals in strong financial health andthose who are not. The effects of this trend include:

The total amount and mix of capital accessed from traditional sources has droppedbankloans have decreased and leasing has become more popular.

The percentage of hospitals defined as having broadaccess to capital has declined.

Conversely, the percentage of hospitals with limited

access to capital rose more sharply.

Operating margins for both hospital types has alsodeclinedmore so for limited-capital-access hospitals.

Much of this movement between these two groupings isattributed to a host of capital-intensive challenges thatkeep healthcares financial landscape in flux. Coupling amixture of these challenges with the current rockyeconomy makes it hard to find an acute care enterprise ofany substance that has not seen its equity holdings andaccess to capital suffer. For example, the University of

Pittsburgh Medical Center generates approximately $7billion/yr with a revenue growth of 12% CAGR in revenueduring 2003-07.1 Yet despite this track record, it was notable to stop a 99% drop in its investment income duringthe second half of 2007. 2 This type of drop has not onlyraised the common concerns about budget, but, more tothe point, liquidity issues that add to the challenge ofaccessing debt instruments to survive and grow thebusiness.

Today, most hospitals are surviving, in part, by traffickingin a plethora of debt instruments (See Appendix A). To

remain debt worthy, consensus states that hospitals needto return to the basics by focusing on what matters most tothe capital marketsrobust cash flow, a strong balancesheet and strong returns from capital, quality and safetyinitiatives. It is also thought that with the future earningspotential of hospitals always being challenged and choices

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Capital-IntensiveChallenges

Changing CompetitiveLandscape

Rising Costs ofDelivery

Aging Facilities

Hospital M&A

Alternate SiteCompetitors

Referring PhysicianRelations

DecliningPhilanthropy

IT Requirements

Major LegacyUpgrades

EMR & ClinicalSystems

Siloed SystemsIntegration

Compliance (SOX,HIPAA)

Employee Issues High Turnover Rates

Limited SkilledTalent Pool

ReimbursementPressures
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for accessing capital becoming more sophisticated, the need for guidance to negotiate atortuous list of options will exist.This report will focus on financial advisory services that help acute care enterprises prepare forand manage access capital funding sources.

OVERALL DESCRIPTIONOVERALL DESCRIPTION

Financial advisory firms and practices that are focused on helping health systems accesscapital typically provide expertise and services that include:

Planning for Capital Access:

Define financing goals and needs Analysis of current credit and debt capacity Risk analysis and articulation Staging for market conditions Develop a clear understanding of the financial strategy with the board

Transaction Implementation:

Provide detailed knowledge of financial products to be used

Negotiate fees and interest rates to pay underwriters

Complete appropriate legal and credit documentation and filings

Continuing Surveillance:

Monitor for developments in financial products markets; e.g. security provisions, interestrates and regulatory requirements

Monitor for opportunities to reduce interest costs or turn a profit like terminating a swap

Derivative Services: Advise and negotiate structure, terms and financing on exchanging one type of debt

instruments (e.g. fixed interest payments) for another type (e.g. floating interest payments)

FAS 133 Reporting: the standard for financial reporting of derivatives and hedgingtransactions since 2001

Investment Management Services:

Act as an independent investment advisor to manage funds that include:

Project or construction funds

Reserved funds for debt service

General corporate funds

Board-designated funds

Merger & Acquisition Services:

Provide oversight and management for all steps of the acquisition and divestiture process Value healthcare assets Negotiate the terms and conditions of buying or selling of business assets

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Physician alignment

Number of physicians, their specialties, certifications, general satisfaction and agingindicates the strength of the hospital-physician relationship.

Hospital must have planning to balance physician needs with the communities to offsetcontraction in reimbursement and expansion of physician ventures that preempt hospital

revenues.

The end result of this planning is the creation of afavorable credit worthiness profile for the funding sourcesthat includes leading bond rating services (Fitch, Moodys,Standard & Poors). These ratings rank the likelihood ofhospitals to default on a bond issue; provides guidance onthe level of risk associated with investing in the hospital; orfacilitates the ability of hospitals to access the debt marketthe higher the rating the lower the cost of capital.

COSTSCOSTS

Total costs are dependent on duration and extend of services or a percent of total bondtransactions. A basic costing may look like:4

Financial Advisor (based on bond size):$2- $4 Million $20,000$4- $7 Million $36,000$7- $10 Million $50,000

Issuer:Fee On All Bonds: 0.25%

BUYERS, USERSBUYERS, USERS

The ultimate buyer of Financial Advisory Services is theBoard of Directors for the acute care enterprise. Theboard is typical composed of relevant stakeholders, suchas the medical staff and those from the community, andrepresents different skill sets critical to the hospitalssuccess. This general composition of the board meansthat there will be varying competencies about accessingcapital through a variety of debt instruments. Tocompensate for this, the formation of a FinancingCommittee is typical and includes board members with

knowledge of capital financing and key hospital personnelthat includes the CFO and CEO.

The overall composition of the board is of utmost importance due to bond-rating agencies(Fitch, Moodys) increasing their examination of the boards composition more closely. A boardthat has the correct balance of knowledge and experience to achieve the financing missiongarners a more favorable evaluation and thus, positively effects bond ratings.

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Board Member Experience Cri

11%

13%

15%

19%

26%

31%

33%

63%

26%

Clinical Practice

Fund Raising

Safety & Quality.

Other Boards

Quality Mgmt.

Academic Training

Public Relations

Strategic Planning

Financial & Business

We want to makesure that managementand the board have aclear strategy thatruns out for five to 10years.
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Finally, the size of the healthcare organization matters. With payer and case mixes beingsimilar, those organizations with more than $2 billion in revenue typically perform better thansmaller organizations. This stronger profile makes it easier for them to secure funding andtypically indicates a more aggressive growth path that would require advisory services. 5

BENEFITS RETURNSBENEFITS RETURNS

The role of those holding the financial reins of a hospital have changed. As exampled, the CFOused to be focused on balancing the books and achieving some type of revenue. Today, thestakes are much higher. Price transparency, pay for performance, regulatory compliance andquality are blurring operational lines and health systems need a much more diverse personinteracting with all departments including those who are actually providing the patient care.

As their reach is extended by these conditions, financial leaders have to expand theirknowledge base and resources as well. It is the addition of a financial advisory services thatprovides the periodically needed bandwidth, transactional expertise and surveillance thatspeeds access to capital at the lowest cost--failure to do so can become expensive

With todays higher borrowing costs and complexity of transactions, timing a hospital'sborrowing needs and the types of debt it has previously utilized weighed against whats wise forthe hospital now is the basis of all benefits. The simplest of examples tell us for each increaseof 100 basis points in average borrowing costs the annual interest expense for the medianhospital would increase by $1.6 million.6

HEALTHCARE MARKETHEALTHCARE MARKET

Market Size and Growth:Market Size and Growth:

(NOTE: Due to most firms being privately held and thehighly niche nature of this service, publicly availablemarket data on the capital access advisory servicesmarket is insufficient to construct estimates that areanything more that rough at best.)

Market Size:

The leading top five capital access advisoryfirms are involved in an estimated 10% ofthe total bond underwriting for healthcareprovider organizations.

The twenty-two year collective average of bond deals completed bythese five firms is $5.54 billion/yr.

The top five firms tend to be involved in deals that average smaller insize ($54 million verses $138 million) than those handled by the largefinancial bankers.

The average deal size was roughly the same among the top fivevendors.

The leading firm claims twice the number of deals as the next closestcompetitorthe third and fourth place firms halve this amount again.

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0

10

20

30

40

Total Acute Care Bond Up/Down(Fitch 2008 Report)
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Market Growth:

Bond rating agencys empirical growth projections indicate that,despite healthcares general lag in responding to gyrations of theeconomy, this market will continue to see slowing growth from thehighs of early 2007.

Flight to Quality: The strongest financial performers with thehighest bond ratings will lead the list of those organizations seekingadditional funding to grow and modernize their system while those oflesser strength will find funding difficult to attract.

2007 saw a continuation of hospital finance directors taking advantage of historically lowinterest rates, narrow credit spreads, and a flat yield curve that began peaking in 2006.

The $27.1 billion produced overall by healthcare in thefirst half of 2007 showed a 40.1% increase over thesame period a year earlier most of this growth was inthe first quarter.7 Combined issues, which include refundings and new

money, rose 125.2% to $10 billion from 2006's firsthalf.8

Straight new-money issues fell by 3.6% from the2006 period.9

Refundings increased 70.4% to $6.3 billioncompared with the same period in 2006.10

Hospitals issued more than $15 billion of fixed-rate debt verses $11 billion of variable-rate.11

Variable-rate long bonds increased 2,267% from $125 million in 2006 to nearly $3billion in the first half of 2007.12

Hospital Funding: Up through September 2008, available information

suggests that around 100 overall healthcare bond dealshave been underwritten.13 These provider bond deals total $14 billion,

averaging $138 million.14 Banner Health, the largest non-profit system in the

US, closed the largest deal thus far at $917 million.15

Although data is incomplete, the market could slow tohalf its previous growth spike and size until morefavorable liquidity returns.

Leading Hospital Financial Advisory Services:

During the 1985 to January 1, 2008, there were 2,270 transactions (103/yr) accounting for$122 billion ($5.54 billion/yr) in funding among the top five identified leading capital accessadvisory vendors. The average transaction was for $53.7 million.16

VHAs current vendor Ponder & Co claims the lions share with an average forty-six dealsper year through 2007.

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October, 2008

... because of the lackof liquidity in themarket ...hospitalshave been postponingplans to sell new bondsto fund capitalimprovements such asrenovations and newbuilding....

Lisa Martin SVP

"Hospitals that havebeen issuers over along period of timehave generally seenthat over a 20-yearperiod, the lowest costof capital has been invariable-rate debt."

Ken Kaufman
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It is anticipated that the severe dislocation in the bond market will presumably ease asgovernment interventions take hold and market confidence returns. However, prudencedictates that, even in the event of effective government intervention, future credit and liquidityfacilities from banks to support new issues will be more difficult and more costly to obtain for the

near future.

Consensus: Its A Complicated Time for Healthcare But It WillConsensus: Its A Complicated Time for Healthcare But It WillContinue To Do OKContinue To Do OK

The agreement over a litany of anticipated negatives precipitating aslowing in healthcares bond market activity is matched by a sense ofcalm about the low impact they will have on the sector.

Most of the last decade found hospitals enjoying a market with high liquidity that easilyfacilitated borrowing at affordable costs. However, the current financial crisis is producing anemerging consensus about what hospitals can do and expect over the short term:

Many are delaying plans to sell new bonds to fund capital improvements.17

Bad debt will grow due to the weakening economy forcing companies to shift costs in theform of higher deductibles and co-pays or eliminating employee coverage all together.18

The tighter economy and anticipated tax hikes will cause higher-income patients andcommunity supporters to be less inclined to make charitable donations to their localhospital.19

Hospitals that implemented a strategic plan requiring back-end borrowing may be stuck withvery large investments that they financed on lines of credit--expecting to refinance theselines is not going to be as easy as before.

Still, top bond-rating agencies see hospitals financial performance in 2008 continuing tostabilize or moderately decline from 2007, despite a weaker economy and negative effects onpatient volumes and revenues.20

Hospital Performance Plateaus for the Strong; Declines for theHospital Performance Plateaus for the Strong; Declines for theWeakWeak

Hospitals with high bond ratings are seeing a leveling of financialperformance while those with rating of BBB or lower are scaling back.

A Sept. 25, 2008 special report by a leading bond ratingagency and based on audited financial data from 270hospitals and systems for fiscal 2007, excluding specialtyand those with significant municipal support, found:21

After several years of stable and improving financialperformance, acute care hospitals are experiencing aplateau.22

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5

10

15

20

25

30

35

% Community Hospitals With NeTotal Margins
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Those with bond rating of A or higher are showing the strongest performance, eventhough there is a slight decline in profitability during 2006-07.23

Most notably is a downward financial performance trend in the lower end of the investmentgrade bond scale (BBB and lower). 24

These enterprises tend to be more volatile due to their smaller size and thus are limitedduring contracting negotiations due to limited economies of scale. 25 They are also experiencing eroding profitability that is resulting in reduced capital

investments.26

Hospital Bond Rating Volatility Tracks Financial PerformanceHospital Bond Rating Volatility Tracks Financial Performance

The number of upgrades and downgrades are at parity, but look forupgradingespecially for BBB+ or above rated bonds-- over the nexttwo years.

During the period from 2003 and thus far in 2008, bondvolatility (ratings upgrades or downgrades) has shown: 27

A rated bonds and higher remained the least volatileshowing little tendency to migrate.

A- & BBB+ exhibit a propensity for mildly moving up. BBB & BBB- are the most active and trend negative,

if they dont remain neutral.As to the up and down grading trends nine months into2008, the pendulum has swung back from 2006 whenupgrades spiked and exceeded downgrades for the firsttime.

The number of upgrades and downgrades are currentlyat parity. 28 Upgrades tend to be for large higher rated

enterprises with improved financial profiles.29

Downgrades are for smaller, lower rated enterpriseswith eroding profitability and volume losses--increased debt had a small effect.30

Upgrades will likely match or slightly lag downgrades through the next 12 24 months.31

Stronger hospitals should fare better by virtue of the characteristics that got them to highA or AA.32

Expect more downgrades than upgrades at lower end of the investment grade rating

scale.33

Mergers & AcquisitionsMergers & Acquisitions

The slowing of M&A activity in 2007 resulted in a restructuring thateliminated underperforming and marginally strategic assets to createstronger regional networks.

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0

10

20

30

Acute Care Bond Downgrade(Fitch 2008 Report)

10

20

30

Acute Care Bond Upgrade T(Fitch 2008 Report)
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General Steep Decline in ActivityGeneral Steep Decline in Activity

The $1.6 trillion in worldwide M&A activity thus far in thefirst half of 2008 shows a 36% decline from the recordset during the same period a year ago.34

Activity in transactions under $500 million showedbest performance with only an 18% decline andtotaling $369 billion.35

As of late July, 2008 only 36% had hope for animproved outlook in the second half of 2008; up from24% in December 2007.36

Healthcare Strategic Buyers MarketHealthcare Strategic Buyers Market

The implosion of the credit market in midsummer 2008 has prompted a reduction in healthcareM&A activity--especially in those transactions with considerable real estate components. Thiscontraction is seen as producing two key effects:37

Financial buyers have retreated from the market. These buyers seek opportunities to buy organizations and then sell equity assets like real

estate. Strategic buyers, who did not care to compete with

financial buyers and have always accounted for thelargest share of acquirers, will take advantage of thecurrent pricing deflation. Hospital pricing in 2007 showed an average price-

to-revenue multiples of 0.74x, down slightly fromthe 0.75x of 2006, yet above the 2004measurement of 0.61x.38

Expect some opportunistic activity from the stronger

systems while the weaker unload non-strategicassets.

Healthcares service sectors M&A advisors enjoyed a bullmarket from 2003 into 2007. Since then, overall M&Aactivity declined 8% in 2007 from the record year of2006.39 Still, the $57 billion spent in 2007 eclipsed allother years with the exception of the $90 billion in 2006.40

More to the point, the 2007 hospital acquisition activityparalleled the activity in the overall M&A market:

58 transactions totaled $8.8 billion and involved 149hospitals accounting for 22,440 beds; a decrease fromthe $35 billion in involving 57 transactions involving249 hospitals and accounting for 54,550 beds in2006.41

2006 included the largest transaction ever--$33billion privatization of HCA by a consortium of private equity firms.42

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2007 Healthcare Services M&A

105

13

15

28

41

48

54

58

127

Behavorial Health

Rehab

Managed Care

Physician Groups

Home Health Care

Labs, MRI, Dialysis

Hospitals

Long Term Care

410423

523 534 48

0

200

400

600

800

Total Healthcare M&A Deals Tren

It has taken a longtime for the pendulumto swing...the market

conditions clearlyfavor the buyer...

Jim BeecherPublisher
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FUTURE TRENDSFUTURE TRENDS

As of September 2008, industry observers have noted no evidence of lack of capital available,but have seen the sources of funding shift toward strength and quality--the money is going afterdeals with big-name companies. The general trends include:43

Lending continues to large, financially sound companies like Siemens or Chevron.

Smaller companies with higher risk are paying higher rates due to their weaker credit status. The large companies with excellent banking relationships and reservoirs of credit are

borrowing and then extending credit to their channels and trading partners.

Municipal bondholders have responded to the crisis with a huge flight to qualityhigh-gradeshort-term issues are highly coveted right now.44 Although the yields are up in the long end of the market, 30 years, demand is down and

that is why people are buying short term.

The generation of money through the use collateralized debt obligation by leasingcompanies has found the current market unreceptive.

HEALTHCAREHEALTHCARE

Top Six Healthcare Challenges Will IntensifyTop Six Healthcare Challenges Will Intensify

One of the more important steps for hospitals to do is establish a formal investor relationsprograms that include consistent, open and honest communications with Wall Street. Theseefforts will keep the capital expenditure pipeline open and full as hospitals reconfigure to meet avariety of needs.45 A centerpiece of this program is to answer how hospitals are addressing:Expenditure Control: For Medicare/Medicaid payors, budgetary pressures will hinder rateincreases and may lead to restructured payment programs to control costs over the long term.

Healthcare costs for workers and employers will increase by an estimated 5.7% in 2009, thesame rate as 2008.46

Decline In Cost Shifting: The commercial payer sector is seeing its ability to shift costs to theinsured impeded by flattening prices.

59% of U.S. businesses plan to increase employees deductibles, copays or out-of-pocketspending limits.47

Nearly half are encouraging enrollment in high deductible/lower premium health plans.48

19% want to offer a consumer-directed health plan.49

Rising Costs For New Projects: Profitability will be negatively impacted by increasing capitalcosts from new projects and the rising cost of borrowing.

The Business Physician: As physicians continue to compete with hospitals, alignmentstrategies with them will ascend to being a top priority.

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Consumerism Rises: Community and patientempowerment will bring demands for investments thatfoster improved transparency, quality, safety andcommunity benefit.

Uncompensated Care: the current economic slowdownand resulting unemployment is escalating the movementby employers to reduce benefits costs and thus driving upco-pays and deductibles.

The percentage of individuals with employment-basedhealth benefits decreased from 68% in 2000 to 62% in2006.50

As of September 2008, the nations short-term acute care hospitals (STACHs) have reportedalmost $124 billon in uncompensated care costs over the last five years.51

More than 20% of uncompensated care Medicare cost reports have not complied fullywith reporting requirements.52 Not-for-profit hospitals have 4.8% of uncompensated care costs.53

Recession Will Have A Mild Effect On HealthcareRecession Will Have A Mild Effect On Healthcare

With the exception of credit being tight, a recession lasting through 2009 is anticipated toproduce a mild effect on the healthcare sector. The most visible change will be a spike in thehealth spending/GDP ratio primarily due to a shrinking economy and the costs of providinghealthcare growing at 9.6% in 2009; down from 9.9% in 2008.54 A retrospective analysis of thepast six recessions to see how a slowing economy might affect healthcare showed:55

The health industry is not as closely linked with the rise and fall of business cyclesit takesat least a one or more years for the effect to show up, if at all.

A medical price [inflation adjusted Medical Consumer Price Index (MCPI)] tends to risewhere the general CPI declines usually during or towards the end of a recession.

National Health Expenditures (NHE) and the Net Cost of Private Health Insurance (PHI)do not always fall during a recession. NHE increased during the 1970, 1974, 1980, 2002 recessions and tended to decline

about one or two years after.

PHI increased during 1970, 1974, and 2002 but declined during 1980, 1982 and 1990recessions.

The number of uninsured does not track well with the ebb and flow of a recessionrisingwith some recessions and sinking with others.56

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$5

$10

$15

$20

$25

$30

Reimbursement Gap: Actual Cos

Medi/Medi Under Payment (billi
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Healthcare Financial Managers Remain CalmHealthcare Financial Managers Remain Calm

The sub-prime crisis has lead to a near complete disintegration of two bond instrumentsaccessed extensively in the past by hospitals--Auction-Rate Securities (ARS) and the Variable-Rate Demand Bond (VRDB) market. The impact on hospitals has been significant.

Auction-Rate Securities (ARS), no longer a favorite of hospitals, saw a nearly completedestruction thus far in 2008.57 33% to 50% of all hospitals are in the auction rate market and everyone with this type of

debt has had problems--these rates could not possibly be supported for long. 58

Healthcare enterprises with these types of instruments started the process ofrestructuring to move their debt out of this troubled market to VRDBs, fixed-rate bonds,and other forms of debt in March and April 2008.

Some have structured this debt with built in protections; for others, fast rate increasesas high as 17% have been levied. 59

The ARS breakdown spread into the Variable-Rate Demand Bond (VRDB) market insome specific situations.

Even with this much violent churning in the market, a late September 2008, analysis ofhealthcare financial managers attitude highlighted that they were concerned, but confidentlywaiting for the waters to calm. Observations included:60

Despite Lehman and Merrill's problems, variable rate bonds trading, popular amonghospitals, had barely been affected.

Managers were worried about the interest rates on their bonds, particularly auction-rate debtthat have moved up to double-digits.

One of the primary concerns centered on the paper they currently held and the resultantchallenge to determine what mix of debt they should carry.

The more financially fit health systems and hospitals trying to acquire smaller ones were not

struggling to find financing to do so. Activity within the private equity investors market continued to be brisk.

Hospital Affiliations UpHospital Affiliations Up

Competitive pressures, tightening reimbursement and the long-term demand for capital hasmotivated independent community hospitals to affiliate with health systems. In 2007, 56% of hospitals were part of health systemsa 10% rise since 2001.61

VENDORSVENDORS

There any number of financial advisory services that

range from large financial bankers to small boutiquefirms specializing in just one of the servicesdescribed in this report or a specific industry orniche. However, there are only a handful of fullservice financial advisory firms strictly focused oncapital access for healthcare; most are privately held;many have a strong regional presence. Three ofthese are on this reports vendor short list.

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2007 Long Term Municipal New Issue

Leading Firms Ranking [(#transactions)/billionsSource: The Bond Buyer/ Security Data Company

$4.9

$5.5

$5.6

$5.7

$5.9

$8.6

$11.3

$29.3

$43

Raymond James (5)

Ponder & Co (50)

Morgan Keegan (71)

Lamont Financial (42)

Kaufman Hall (75)

RBC Capital Markets (244)

First Southwest (630)

PFM (625)
http://en.wikipedia.org/wiki/Auction_rate_securityhttp://www.investopedia.com/terms/v/variable_rate_demand_note.asphttp://www.investopedia.com/terms/v/variable_rate_demand_note.asphttp://en.wikipedia.org/wiki/Auction_rate_securityhttp://en.wikipedia.org/wiki/Auction_rate_securityhttp://www.investopedia.com/terms/v/variable_rate_demand_note.asphttp://www.iag.co/http://en.wikipedia.org/wiki/Auction_rate_securityhttp://www.investopedia.com/terms/v/variable_rate_demand_note.asphttp://www.investopedia.com/terms/v/variable_rate_demand_note.asphttp://en.wikipedia.org/wiki/Auction_rate_securityhttp://www.investopedia.com/terms/v/variable_rate_demand_note.asp


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Market leaders short list, as ranked by total value of healthcare deals completed for the 1985-2007 periods are:

1. Ponder & Co.

2. Kaufman Hall3. Public Financial Management4. Morgan & Keegan (Shattuck)5. Killarney Group

If the total number of deals was the criteria, PublicFinance Management and Kaufman Hall would switchrankings.

Notables: The American Hospital Association (AHA) has

endorsed Kaufman Hall. 62

Morgan Keegan(acquired Shattuck Hammond Partners in 2007 for their healthcare focus)been recognized as the top municipal bond underwriter in the South Central United States(Arkansas, Kentucky, Tennessee, Mississippi, Alabama and Louisiana) for fifteen years.63

Market Distribution of VendorsBased on Annual Revenue When Available 1

VendorStructure and Revenues

as available [in millions]

Ponder & Co30 years in business

Ranked first in U.S. healthcare finance by dollar volume

and number of bond issues over the last 20 years, andhave helped raise more than $58 billion of debt capitalin 1,021 financing transactions.

Prepared more than 500 capital access plans, debtcapacity and asset/liability analyses

Advised on the terms, conditions and price of interestrate swaps for $17 billion in the last two years

100 completed M&A engagements ranging from $4million to $1.5 billion.

Actively manage a $2 billion portfolio in fixed incomeinvestments for clients.

Privately held, employeeowned

Kaufman Hall

Founded 1985

Also offers software suite for planning, in addition to itsconsulting services

Endorsed by American Hospital Association

Privately held

1 Source: Publicly available recordsPage 18 of 26



Market Share - Capital Advisory Servi[1985-2007 Total Deals Value (Billions $)]

Shattuck

Morgan

Ponder & Co

48%

Killarney

Group

3%

Kaufman Hal

24%PublicFinancial

Mgmt.
http://www.ponderco.com/dm/cache/documents/Commentary/COMMENTARYweekend10-17-08.pdfhttp://www.ponderco.com/dm/cache/documents/Commentary/COMMENTARYweekend10-17-08.pdfhttps://www.kaufmanhall.com/WhatWeDo.aspxhttps://www.kaufmanhall.com/WhatWeDo.aspxhttp://www.pfm.com/Healthcare_Sectorhttp://www.pfm.com/Healthcare_Sectorhttp://www.shattuckhammond.com/http://www.shattuckhammond.com/http://www.killarney-group.com/http://www.killarney-group.com/http://www.aha-solutions.org/aha-solutions_app/ControllerServlet?action=displayComponent&componentID=538714079&platformID=144684615http://www.ponderco.com/https://www.kaufmanhall.com/WhatWeDo.aspxhttp://www.iag.co/http://www.ponderco.com/dm/cache/documents/Commentary/COMMENTARYweekend10-17-08.pdfhttps://www.kaufmanhall.com/WhatWeDo.aspxhttp://www.pfm.com/Healthcare_Sectorhttp://www.shattuckhammond.com/http://www.killarney-group.com/http://www.aha-solutions.org/aha-solutions_app/ControllerServlet?action=displayComponent&componentID=538714079&platformID=144684615http://www.ponderco.com/https://www.kaufmanhall.com/WhatWeDo.aspx


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Market Distribution of VendorsBased on Annual Revenue When Available

VendorStructure and Revenues

as available [in millions]

Public Financial Management

Founded 1975 A division of the PFM Group (PFM), that includes the

PFM Asset Management LLC

Has advised on more than $30 billion of completedhealth care transactions since 1990

Claims to have been consistently ranked the nation'snumber one financial advisor

Very large firm; national presence

Privately held

Morgan Keegan (Shattuch Hammond)

Shattuch Hammond acquired by Morgan & Keegan in2007

Founded1993 160+ M&A transactions totaling $10.8 billion in

transaction value Completed $12.9 billion as underwriter, placement

agent, financial advisor on equity and debt financings

Served as competitive bid agent on interest rate swapsand reinvestment contracts totaling $3.4 billion

Remarketing agent for variable rate issues of

approximately $500 million

Privately held

Killarney Group

Founded 1995 Small shop

Privately held

OVERSIGHT & INFLUENCEOVERSIGHT & INFLUENCE

RegulatoryRegulatoryU.S. Securities and Exchange Commission (SEC) s mission is to protect investors, maintainfair, orderly, and efficient markets, and facilitate capital formation. The laws and rules that theSEC enforces governs the securities industry in the US and are based on the concept that allinvestors, whether large institutions or private individuals, should have access to certain basicfacts about an investment prior to buying it, and so long as they hold it.

Page 19 of 26


http://www.pfm.com/Healthcare_Sectorhttp://www.shattuckhammond.com/RecentTransactions/index.shtmlhttp://www.killarney-group.com/http://www.sec.gov/about.shtmlhttp://www.sec.gov/about.shtmlhttp://www.sec.gov/about.shtmlhttp://www.sec.gov/about.shtmlhttp://www.iag.co/http://www.pfm.com/Healthcare_Sectorhttp://www.shattuckhammond.com/RecentTransactions/index.shtmlhttp://www.killarney-group.com/http://www.sec.gov/about.shtml


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The SEC oversees the key participants in the securities world, including securities exchanges,securities brokers and dealers, investment advisors, and mutual funds. Here the SEC isconcerned primarily with promoting the disclosure of important market-related information,maintaining fair dealing and protecting against fraud.

The most recent and notable SEC laws are the Sarbanes-Oxley Act of 2002. This legislationmandated reforms that enhanced corporate responsibility, improved financial disclosures andcombated corporate and accounting fraud, and created the "Public Company AccountingOversight Board," also known as the PCAOB, to oversee the activities of the auditingprofession. Direct impact on hospitals and capital access includes hospitals posturing for bondrating agencies by forming audit committees, in addition to finance committees in preparationfor to questions like: 64

Does the board have a separate audit committee; whats its role?

Has the hospital or health system adopted a code of conduct or code of ethics or whistle-blower policy that allows for anonymous submission of complaints regarding accounting,internal controls and financial matters?

Does the hospitals auditor routinely recommend audit adjustments? Are they reviewed by

the board? Which officers certify the financial statements?

AssociationsAssociations

The Securities Industry and Financial Markets Association (SIFMA)and its Investing in Bondsprovides a regulatory voice and information services to its 650 member firms.

National Council of Health Facilities Finance Authority focuses on issues that raise theavailability of tax-exempt financing for healthcare facilities. This Council represents themember authorities that are the tax-exempt bond issuers and does not represent specifichospitals or healthcare systems. Since 1990, NCHFFA members have issued over $50 billion

of healthcare bonds.

Page 20 of 26


http://www.sec.gov/spotlight/sarbanes-oxley.htmhttp://www.sifma.org/capital_markets/primary.shtmlhttp://www.sifma.org/capital_markets/primary.shtmlhttp://www.investinginbonds.com/http://www.nchffa.com/Our%20Mission.htmhttp://www.iag.co/http://www.sec.gov/spotlight/sarbanes-oxley.htmhttp://www.sifma.org/capital_markets/primary.shtmlhttp://www.investinginbonds.com/http://www.nchffa.com/Our%20Mission.htm


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Appendix AAppendix A

A Primer--Tax-Exempt & Non-Traditional Debt InstrumentsA Primer--Tax-Exempt & Non-Traditional Debt Instruments

Of these methods access to capital in the form of tax-exempt bond offerings and non-traditional vehicles are themost common and include:

Bond Offerings: Most common are publicly offered tax-exempt bonds with fixed or variable rates are sold on theopen market by an underwriter.

Fixed Rate Bonds: Typically a 30-year term tomaturity with the rate based on the credit rating of theborrower or credit enhancements like bond insurance.

Variable Rate Bonds: Unless a crediting rating of

AA/Aa or higher and a highly liquid financial posturecan be demonstrated, a letter of credit or bondinsurance from a bank is usually required of theborrower. Term to maturity is shorter; can vary fromdaily to multi-year; and can be structured morecommonly as: Auction Rate Securities: These debt instruments

are typically corporate or municipal bonds that usea Dutch auction (seller and buyer demand is usedto set the interest rate) to reset the interest on aregular basis. Preferred stock that uses this sameprocess to set the dividend also falls into this

category. Tax-exempt hospital and health systemissuers make up approximately 25% of theauction-rate market.65

Demand Bonds: The borrowed funds are payable upon demand by the lender;charged interest is typically based on prevailingmoney market rates, like the primerate.

Put Bonds: Also known as a multi-maturity bond, option tender bond or variable ratedemand obligation give the bondholder the option of requiring the bond issuer torepurchase this security at specified dates before maturity. This may happen eitheronce during the lifetime of the bond (known as a one-time put bond), or on a number ofdifferent dates. Of course, the special advantages of put bonds mean that some yieldmust be sacrificed.

Commercial Paper: An unsecured short-term debt instrument that is typically issuedby a corporation to finance accounts receivable, inventories or other short-termliabilities. The debt is usually issued at discounted prevailing market interest rates;only corporations with high-quality debt ratings will find buyers easily without having tooffer a substantial discount. It does not need to be registered with the Securities andExchange Commission (SEC) if matures before nine monthsa major inducement to

Page 21 of 26



Four Key Ways Not-for-profit (NFP) Access

Capital

Self -Generation:Operational cashreserves and flow areraised by a net increasein revenues whiledropping costs.

Disposal of Assets:Divestiture ofnonproductive assets ornon-core assetslikereal estatecan yieldcapital and improvefinancial performance.

Philanthropy: Moremainstream than inpast periods, donationsof time, talent ortreasure is part of

every healthcarefinancial profile.

External Ca ital
http://en.wikipedia.org/wiki/Dutch_auctionhttp://en.wikipedia.org/wiki/Dutch_auctionhttp://en.wikipedia.org/wiki/Dutch_auctionhttp://en.wikipedia.org/wiki/Dividendhttp://www.investopedia.com/terms/v/variable_rate_demand_note.asp#%23http://www.investopedia.com/terms/v/variable_rate_demand_note.asp#%23http://www.iag.co/http://en.wikipedia.org/wiki/Dutch_auctionhttp://en.wikipedia.org/wiki/Dividendhttp://www.investopedia.com/terms/v/variable_rate_demand_note.asp#%23


22/26

use.

FHA Financing: Gaining some popularity recently, this is essentially a form of publicoffering by the U.S. Department of Housing and Urban Development (HUD).

FHA Section 242 loans are insured and offered to acute care hospitals to finance

constructions, remodeling, expansions or refinancing. It is usually a fixed rate for a term of up to 25 years from the end of construction with

variable rate swap structures often being a consideration.

Private Placement: Raising capital via private placement is the product of sellingsecurities to a small number of investors such as pension or mutual funds, banks orinsurance companies. It can take the form of leases, loans, notes, or bonds; be taxable or tax-exempt; and

have fixed or variable interest rates.

Because of the limited number of investors, public disclosure of detailed financials, theneed for a prospectus and registration with the Securities and Exchange Commission(SEC) is waved.

Nontraditional Offerings: These offerings are post 1990s when not-for-profit tax-exemptfinancing was the rule of the day. Today, non-traditionals most frequently come in the formof:

Off-Balance-Sheet (OBS) Options: By using a method of reclassifying financing, largecapital expenditures are kept off of a company's balance sheet.

Joint ventures, partnerships focused on research and development, and operatingleases (one of the most common forms for capital equipment).

Real Estate Investment Trusts (REITs): These are essentially third party ownership of

the real estate that is formed to monetize the hospitals assets by selling securities on themajor exchanges.

REITs have increasingly partnered with physician groups and other health careenterprises to selectively develop and manage medical properties like medical officebuildings, specialty hospitals, outpatient and ambulatory treatment and diagnosticclinics.

Accounts Receivable Financing: A form of asset-financing where an enterprise sells oruses its receivables--money owed by patientsin an amount that is reduced in valuebased on the length of time the money has not been paid (ageing).

Subordinated Securities: These are lower-rated classes of securities that bear higher

interest rates. They are sold to other investors or, in the case of securitization deals, heldby the originator. In the event of problems, the higher-rated (senior) securities receive payments prior to

the subordinated ones.

Page 22 of 26


http://www.iag.co/


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http://www.iag.co/


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http://www.hret.org/hret/programs/content/rwjreport905.pdf59 Blanchfield. (2005, July). Hospital capital financing in the era of Quality and safety: strategies and Prioritiesfor the future a survey of Ceos. Robert Wood Foundation. Retrieved 10/08 from:http://www.hret.org/hret/programs/content/rwjreport905.pdf60 Retrieved 10/08 from:http://www.modernhealthcare.com/apps/pbcs.dll/article?AID=/20080922/REG/809199948&nocache=1 61 Retrieved 10/08 from:https://www.kaufmanhall.com/modules/DownloadFile.cfm?DocumentFile=M9H%3A%28B%3B%5E%2AMPFC5I%3AG%40%232ZCX%22%3DNL%26%401I%2A%3E%24%29%5DF%21%2CMOQJ2%3BDLNCJHT%5BK%3C%3DBCOJA%0A%25FO%26%2FMJT%20%0A62 Retrieved 10/08 from:http://www.aha-solutions.org/aha-solutions_app/ControllerServlet?action=displayComponent&componentID=538714079&platformID=144684615
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Hospital Bond and Financial Services Market by Jim Bloedau of Information Advantage Group

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